UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof the Securities Exchange Act of 1934

~~THE~~Date of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): February 13, 2009 (February 10, 2009)

~~Date~~Imperiali, ~~of Report~~Inc. (~~date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~January~~in ~~19,~~its ~~2009 (January 16, 2009~~charter)

Imperiali, Inc.


Florida	000-52406	65-0574887
State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact Name Registrant as Specified in Its Charter)


222 Lakeview Avenue, Suite 160, West Palm Beach, Florida	33401
(Address of principal executive offices)	(Zip Code)

Florida	65-0574887
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

Registrant's telephone number, including area code: (561) 805-9494

222 Lakeview Avenue
Suite 160
West Palm Beach, Florida	33401
(Address of Principal Executive Offices)	(Zip Code)

(Former name or former address, if changed since last report)

(561)805-9494

(Registrant’s Telephone Number, including Area Code):

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously~~a ~~Completed~~Material ~~Annual~~Definitive ~~Report~~Agreement.

On ~~January~~ 19February 10, 2009, Imperiali, Inc. (“Company” or “we” or “our”) entered into a share exchange agreement with the ~~officers~~minority ~~and~~shareholders ~~directors~~of each of ~~Imperiali~~our majority owned subsidiaries: (i) I1 Connect, Inc., a Florida corporation (~~the~~“I1 Connect”); (ii) I1 Films, Inc., a Florida corporation (“~~Company~~I1 Films”); and (iii) ~~concluded~~Imperiali ~~that~~Telecom, Inc., a Florida corporation (“Imperiali Telecom”); whereby the ~~financial~~Company ~~statements~~acquired ~~included~~all inof the ~~Form~~outstanding ~~10-K~~capital ~~for~~stock of those companies that it did not already own. As a result of the ~~period~~share exchange, each of I1 ~~ended~~Connect, ~~August~~Inc., 31I1 Films, ~~2008~~Inc., ~~should~~and ~~not~~Imperiali beTelecom, ~~relied~~Inc. ~~upon~~became ~~because~~the ~~of:~~Company’s majority owned subsidiaries.

1Pursuant –to the terms of the ~~Equity~~share exchange –agreement, ~~The~~the ~~number~~Company issued an aggregate of 2,682,000 shares ~~outstanding~~of ~~was~~common ~~not~~stock ~~correct~~ as follows: (i) I1 Connect shareholders exchanged all 2,504,000 shares of ~~August~~their 31I1 Connect common stock for 2,504,000 ~~2008~~shares of Company common stock; (ii) I1 Films shareholders exchanged all 176,000 shares of their I1 Films common stock for 176,000 shares of Company common stock; and (iii) Imperiali Telecom shareholders exchanged all 2,000 shares of their Imperiali Telecom common stock for 2,000 shares of Company common stock. The aggregate consideration for this transaction consisted solely of Company common stock. The capitalization of the Company now consists of 39,643,319 shares of common stock outstanding.

~~2 –~~Item ~~Interest~~3.02 ~~Expense~~Unregistered –Sales ~~The~~of ~~interest~~Equity ~~expense related to fiscal year 2008 was not included in the financials and should be $11,762.~~ Securities

3Pursuant –to the share exchange ~~Depreciation~~transaction ~~Expense~~described –in ~~The~~Item ~~depreciation~~1.01 ~~expense~~above, ~~related~~on February 10, 2009, the Company issued 2,682,000 shares of its common stock to ~~fiscal~~the ~~year~~minority ~~2008~~shareholders ~~was~~of each ~~not~~of ~~included~~our inmajority owned subsidiaries. These persons were the ~~financials~~only offerees in connection with this transaction. The registrant relied upon section 4(2) and Regulation ~~should~~D beof ~~$160~~the Securities Act of 1933, as amended.

~~4 –~~Item ~~Consulting~~9.01 Financial ~~Expense~~Statements –and ~~Consulting expense recorded for fiscal year 2008 was understated by $3,000.~~Exhibits

~~5 –~~(d) ~~Accounts Payable – Accounts payable recorded as of August 31, 2008 was overstated by $191.~~Exhibits

OnThe ~~January~~following ~~16,~~exhibits ~~2009,~~are ~~the~~filed ~~Company~~with was informed of the errors regarding the above adjustments from its independent accountant during preparations for filing the Company’s Form 10-Q for the period ended November 30, 2008. Officers and Directors of the Company have discussed this issue with the independent accountant and came to the conclusion on January 16, 2009, that the financial statements included in the Form 10-K for the period ended August 31, 2008 should no longer be relied upon.report:

~~As the~~Exhibit result of this error, we are restating our financial statements included in the Form 10-K for the period ended August 31, 2008 to reflect the change in equity and to record the appropriate changes in expense and balance sheet line items. The restatement impacted certain line items within cash flows from operations, and impacted the income statement and balance sheet. We expect to file in the near future an amendment to the previous Annual Report on Form 10-K for the period ended August 31, 2008 which will contain the restated financial statements for that same period.Description

We have requested our independent accountant to furnish us as promptly as possible a letter addressed to the Commission stating whether the independent accountant agrees with the statements made in this Form 8-K in response to this Item 410.021 ~~and,~~Share ~~if not,~~Exchange to state the respects in which it does not agree. We will file an amended Form 8-K to include our independent accountant’s letter as an exhibit to this filed Form 8-K no later than two business days after we receive their response letter.Agreement

SIGNATURES

Pursuant to the requirements of the Securities ~~Exchange~~ Act of 1934, the ~~registrant~~Registrant has ~~duly~~ duly caused this report to be signed on its behalf by the undersigned hereunto ~~duly~~ duly authorized.

	Imperiali, Inc.
Date: January 19, 2009	By:	/s/ Daniel Imperato
		Daniel Imperato
		Interim Non-Executive Chairman Emeritus

IMPERIALI, INC.

By: /s/ Daniel Imperato

Daniel Imperato,

Interim Non-Executive

Chairman Emeritus

Dated: February 13, 2009

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